These Terms and Conditions (“Terms”) detail the rights and responsibilities of Notewand (“Notewand”) and its customer (the “Customer”) (together, the “Parties”) regarding Notewand’s provision of services to the Customer, and the Customer’s use of Notewand’s services (the “Services”). Information about the Services, including payment terms, usage restrictions, and other conditions, will be outlined in one or more separate statements of work, purchase orders, or other related purchasing documents that have been or will be agreed upon by the Parties (each referred to as an “SOW” and, collectively with these Terms, the “Agreement”). Each SOW is governed by these Terms. In the event of any discrepancy between these Terms and an SOW, the terms of the SOW will prevail. The Agreement becomes effective when the Customer signs the initial SOW (the “Effective Date”). RECITALS. The Customer wishes to obtain a license from Notewand for its artificial intelligence-powered medical transcription software (the "Software"), intended for use by the Customer's healthcare staff or contractors (the "Providers"). This arrangement aims to enhance the capture, storage, transmission, and delivery of the Customer's transcripts. The Providers will use the Software to record patient-provider dialogues (the "Recordings"). AGREEMENT. The Parties agree as follows:

Services

• 1.1. Services. Notewand will provide the Customer with the following services (collectively, the “Services”): (a) access to its Software and any necessary Hardware as detailed in this Section 1 and in the relevant SOW; (b) a schedule of deliverables, if any, as outlined in an SOW (the “Deliverables”); (c) support for installation, setup, and testing of the Hardware at specific locations within the Customer’s premises, if indicated in an SOW (the “Locations”); (d) onboarding, training, and ongoing support as described below; and (e) development, integration, and support for the Customer’s Electronic Health Record (EHR) system (“EHR Integration”), if mentioned in an SOW.
• 1.2. Use of Software. Subject to the limitations on use set forth in this Agreement, the Customer is authorized to use the specified number of Software licenses (the “Users”) or the specified number of Recordings as outlined in an SOW. The Customer and its Providers may use the Software solely for the purposes and under the terms and conditions established in this Agreement and shall not, without Notewand's prior written approval, permit any other party to use the Software for any other purpose or for the benefit of any third party. Notewand will adhere to the terms and conditions of the Business Associate Agreement (the “BAA”), attached to this Agreement as Exhibit A, regarding the Customer’s use of the Software. Notewand will make commercially reasonable efforts to deliver the Software to the Customer. The Customer agrees that, unless otherwise stated in an SOW, the Software will function independently without integration into the Customer’s EHR system.
• 1.3. Hardware. Unless an SOW specifies otherwise, the Customer is solely responsible for procuring and supplying any mobile phones, audio recording devices, and/or other equipment necessary to utilize the Software (the “Hardware”). If an SOW specifies that Notewand will supply the Hardware, Notewand will provide the Customer with the type and quantity of Hardware outlined in such SOW, exclusively for the Customer’s use in connection with the Services. The Customer agrees that its use of any Hardware provided by Notewand is subject to the terms and conditions of this Agreement.
• 1.4. IT Support. Notewand will offer the Customer reasonable IT support as needed via phone and/or email during Notewand’s standard business hours.
• 1.5. Software Changes. Notewand reserves the right to modify the Software occasionally, including upgrades, enhancements, bug fixes, and other changes to improve the Software, provided that such modifications do not eliminate or materially disrupt the core functionality of the Software. AGREEMENT. The Parties agree as follows:

Term and Termination

• 2.1. Term. Each SOW will specify its term. This Agreement commences on the Effective Date and continues until all SOWs under it are completed (the “Term”). Should the Term expire and subsequent SOWs are executed, this Agreement will automatically renew for the duration of those SOWs. If no subsequent SOWs are executed, the Agreement will renew automatically for a subsequent Term as outlined in the original SOW.
• 2.2. Termination. This Agreement may be terminated as follows:
• 2.2.1. Termination at End of Term. The Customer may terminate this agreement by providing written notice to Notewand before the end of the Initial Term or a subsequent Term. Termination will take effect at the end of the Initial Term as outlined in an SOW, or at the end of the current Term if the Customer has renewed, unless an SOW states otherwise.
• 2.2.2. Material Breach. Either party may terminate this Agreement if the other party breaches any material term of this Agreement and fails to remedy such breach within thirty (30) days after receiving written notice of the breach. If the breach cannot be cured, the non-breaching party may immediately terminate the Agreement.
• 2.2.3. Insolvency. If the Customer becomes insolvent, files for bankruptcy, makes an assignment for the benefit of creditors, has a receiver or trustee appointed over its assets, or engages in any similar action or proceeding that is not resolved within sixty (60) days, Notewand may immediately terminate this Agreement upon written notice.
• 2.3. Effect of Termination. Upon termination, the Customer must cease all use of the Services and certify to Notewand that the Software is no longer in use or accessible. All fees earned up to the termination date become due and payable immediately. The Customer must return any Notewand-provided Hardware within thirty (30) days of termination. The Customer bears the risk of loss or damage to returned Hardware until received by Notewand. Non-returned or damaged Hardware will incur a Replacement Fee as detailed in an SOW.
• 2.4. Survival. Sections intended to survive termination, including but not limited to Sections 2.3, 2.4, and 4 through 9, will remain in effect after this Agreement ends.
• 2.5 No Cancellation Policy. The Customer acknowledges that they cannot cancel their Services for any reason, including dissatisfaction. The Customer accepts the Software and Services "as is" and agrees that fees paid are non-refundable. The Customer commits to full payment for Services for the Agreement's term and waives the right to dispute charges or initiate chargebacks for Services-related reasons.
• 2.6. Arbitration. Disputes between the Customer and Notewand that cannot be resolved through negotiation or mediation will be submitted to binding arbitration in San Francisco, California, under the rules of a mutually agreed-upon arbitration organization. The arbitration outcome is final, with both parties responsible for their legal costs unless otherwise decided by the arbitrators. The arbitration process and results will be confidential.

Payment of Fees

• 3.1. Implementation Fees. The Customer shall pay Notewand the implementation fees (“Implementation Fees”) as outlined in the relevant SOW. If an SOW specifies, Notewand may provide dedicated staff for developing EHR Integration between the Software and the Customer’s EHR system. Should Notewand perform EHR Integration, the Customer may incur an “EHR Integration Fee” as detailed in the SOW. The total Implementation Fees, including any EHR Integration Fee, may vary based on the implementation's complexity. These fees are non-refundable unless otherwise explicitly agreed upon.
• 3.2. Subscription Fees. The Customer is required to pay Notewand subscription fees (“Subscription Fees”) as stated in the applicable SOW. Should the Customer's usage of the Services exceed the allotted number of Users or Recordings specified in an SOW, the Subscription Fees will be adjusted accordingly. Subscription Fees are non-refundable unless explicitly agreed upon otherwise.
• 3.3. Additional Fees. If Notewand provides any additional services agreed upon by both Parties (the “Additional Services”), additional fees may apply (“Additional Fees” and, together with the EHR Integration Fee and Subscription Fees, the “Fees”) as specified in an SOW. Additional Fees are non-refundable unless explicitly agreed upon otherwise.
• 3.4. Late Fees. Any unpaid Fees, either in part or in full, past the due date will accrue interest at the lesser of one percent (1%) per month or the maximum rate allowed by law. The Customer will bear any costs and expenses arising from overdue balances, including, but not limited to, reasonable attorney fees. Late Fees are non-refundable.
• 3.5. Payment Method. The Customer’s designated payment method upon signing up for the Services will be charged for all Fees. The Customer authorizes Notewand to automatically process due Fees. The Customer is responsible for maintaining an accurate, complete, and current payment method. The Customer acknowledges that Notewand uses third-party payment processors and agrees to their terms and conditions.
• 3.6. Taxes. The Fees exclude taxes and other governmental charges. Unless otherwise agreed in writing, the Customer is responsible for any use tax, sales tax, excise tax, customs duty, inspection or testing fee, or any other tax, fee, duty, or charge imposed by a governmental authority related to the transaction, in addition to the quoted or invoiced prices. If Notewand is required to pay any such taxes, duties, fees, or charges, the Customer shall reimburse Notewand or provide an exemption certificate or other acceptable documentation to the imposing authority at the time of order placement.

Proprietary Rights

• 4.1. Software. Notewand retains all rights, title, and interest in: (a) the Software, including any improvements, enhancements, or modifications; (b) any software, applications, inventions, or other technology developed in connection with the Services; and (c) all intellectual property rights related to the aforementioned items. Under this Agreement's terms, Notewand grants the Customer a non-perpetual, non-exclusive, non-transferable, non-sublicensable license to access and use the Software and its features solely for the purposes outlined herein. The Customer may use data derived from the Software as necessary to support its use of the Services, adhering to confidentiality obligations.
• 4.2. Notewand Content. Notewand holds all rights to the Recordings and any related transcripts, voice recordings, reports, materials, and data developed or created by Notewand or the Software during the Services' use. The Customer is restricted from using or disclosing Notewand Content except as permitted for Service use. Notewand may collect and analyze data related to the Services' use and performance, including information about Notewand Content, to improve services and may share such data in aggregated or anonymized form.
• 4.3. Feedback. Notewand owns any feedback provided by the Customer or its personnel regarding the Services. If Notewand does not initially own the feedback, the Customer grants Notewand an exclusive, perpetual, royalty-free license to use this feedback for business purposes, with no compensation owed to the Customer or its personnel.
• 4.4. Publicity Consent. Unless otherwise agreed in writing, Notewand may use the Customer’s name and/or logo in marketing materials to identify the Customer as a client.
• 4.5. Third-party Messaging. Notewand may utilize Intercom for direct messaging support, allowing HIPAA-compliant communication between customers and Notewand’s support team. Intercom collects information such as email, phone number, IP address, user ID, support article access history, and usage data to facilitate effective support. The potential use of Intercom enables efficient communication with Notewand's support team.

Restrictions; Representation & Warranties; Responsibilities.

• 5.1. Restrictions. The Customer shall not, directly or indirectly, reverse engineer, decompile, disassemble, or attempt to discern the source code, object code, or underlying structure, ideas, know-how, or algorithms of the Services or the Software, nor modify, translate, or create derivative works from the Services or Software (except as expressly allowed by Notewand or authorized within the Services or Software). The Customer is also prohibited from using the Services or Software for the benefit of third parties or removing any proprietary notices or labels.
• 5.2. Customer's Representations and Warranties. The Customer represents, warrants, and agrees to use the Services and Software strictly in accordance with this Agreement and any instructions from Notewand. While Notewand is not obligated to monitor the Customer's use of the Services or Software, it reserves the right to do so and may prohibit any usage deemed (or alleged) to be in violation of this Agreement.
• 5.3. Customer's Responsibilities.
• 5.3.1. Assistance. The Customer must: (a) ensure compatibility with Notewand's technical specifications for the Services; (b) facilitate the onboarding process for Providers; and (c) track and share internally generated KPI reports with Notewand for evaluation purposes.
• 5.3.2. Compliance. The Customer must ensure their use of the Software and Services complies with all relevant laws, including HIPAA and other data privacy regulations. The Customer is solely responsible for obtaining necessary consents, authorizations, or permissions required under applicable privacy laws before disclosing any Protected Health Information to Notewand. The Customer must not request Notewand to use or disclose Protected Health Information in any way not permitted under HIPAA or applicable laws.
• 5.4. Suspension of Services. Notewand may temporarily suspend or permanently revoke the Customer's access to the Services if it reasonably determines that: (a) the Software is threatened or attacked; (b) the Customer's use disrupts or poses a security risk; or (c) the Customer engages in fraudulent, illegal activities, or violates this Agreement. Notewand aims to give three days' written notice for any Suspension or Revocation and will attempt to resume access as soon as possible once the issue is resolved. Notewand is not liable for any damages or losses the Customer or any third party may suffer due to a Suspension or Revocation, and no refunds of Fees will be provided for such instances.

Confidentiality

• 6.1. Confidential Information. In the course of this Agreement, each Party (the “Disclosing Party”) may share non-public information or materials related to its products, intellectual property, business plans, marketing strategies, customer lists, financial data, and other sensitive information (“Confidential Information”) with the other Party (the “Receiving Party”).
• 6.2. Exclusions. Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) was already known to the Receiving Party prior to disclosure, as proven by written records; (c) is received from a third party without any confidentiality breach; (d) is independently developed by the Receiving Party without using the Disclosing Party’s Confidential Information; or (e) must be disclosed due to a court or governmental order, provided the Receiving Party promptly notifies the Disclosing Party and takes reasonable steps to minimize the disclosure.
• 6.3. Protection of Confidential Information. The Receiving Party agrees not to use or disclose the Disclosing Party’s Confidential Information without prior written consent, except to its employees, consultants, and advisors who need to know this information and who are bound by similar confidentiality obligations. The Receiving Party will protect the Confidential Information with the same degree of care it uses to protect its own sensitive information, but no less than reasonable care. Recognizing the unique value of the Confidential Information, both Parties agree that monetary damages may not suffice in case of unauthorized use or disclosure, and the Disclosing Party is entitled to seek injunctive relief to prevent such unauthorized actions.
• 6.4. Return of Confidential Information. Upon request or the Agreement’s termination, the Receiving Party must either return or destroy the Disclosing Party’s Confidential Information, at the Disclosing Party's choice, and certify in writing that all such information has been returned or destroyed, except for one copy that may be retained for legal compliance or archival purposes under the confidentiality obligations herein.

‍Disclaimer.

7. The Customer agrees and acknowledges that the Services and the Software are provided "AS IS," and Notewand hereby disclaims all warranties, whether express, implied, or statutory, including, but not limited to, warranties of merchantability, fitness for a particular purpose, non-infringement, loss of data, accuracy of results, or arising from course of dealing or reliance. Notewand does not warrant that the Services will be uninterrupted or error-free, nor does it guarantee compatibility with any specific devices or that results obtained from the use of the Services or Software, or any data provided through them, will be accurate. Notewand specifically disclaims all responsibility for any third-party products or services used in conjunction with the Services or Software.

‍Indemnification; Limitation of Liability.

• 8.1. Indemnification. The Customer will indemnify, defend at Notewand's request, and hold harmless Notewand and its directors, officers, employees, agents, and representatives ("Indemnified Parties") from any loss, damage, liability, settlements, costs, or expenses (including reasonable attorneys' fees) related to claims, demands, suits, or proceedings ("Claims") made or brought against Notewand by a third party due to: (a) the Customer's breach of any representation or warranty in this Agreement; (b) any breach by the Customer of its obligations under this Agreement, including but not limited to breaches of confidentiality; or (c) the intentional or reckless acts or omissions of the Customer’s personnel or any other person acting on behalf of or under the control of the Customer.
• 8.2. Limitation of Liability. To the fullest extent permitted by law, Notewand will not be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of this Agreement, even if Notewand has been advised of the possibility of such damages. Notewand's total aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by the Customer under this Agreement.

Non-Disparagement.

9.1 Non-Disparagement. As part of the agreement, the Customer commits to not engage in any disparagement of Notewand. This encompasses avoiding negative comments, reviews, or testimonials about Notewand, its reputation, products, services, employees, or business practices across various contexts, including: Online Platforms: The Customer is prohibited from posting negative comments, reviews, or testimonials about Notewand on social media platforms, online forums, or any public digital spaces. Public Speaking Engagements: During public speaking engagements, conferences, or industry events, the Customer must not make negative statements or derogatory remarks about Notewand. Written Communications: Negative comments or disparagement in written communications, such as emails, letters, press releases, or any publications, are forbidden. Private Conversations: The Customer should avoid negative comments or disparaging discussions about Notewand in private conversations with third parties. This clause aims to foster a respectful and professional business relationship between Notewand and the Customer, emphasizing the importance of maintaining a positive image and reputation for Notewand. It remains effective during the agreement term, any subsequent terms, and perpetually if termination occurs. In case of a breach, Notewand may pursue legal remedies, including: Injunctive Relief: Seeking a court order to stop further disparaging comments or to remove negative comments. Damages: Seeking compensation for any harm caused by the breach, including financial losses or damage to reputation. Specific Performance: Requesting the Customer to meet their obligations under this clause or to take actions to remedy the harm caused. The choice of legal remedies will depend on the breach's nature and extent and the governing laws. This clause allows the Customer to provide honest feedback, constructive criticism, or express concerns directly to Notewand in a private, respectful manner, aimed at improving the business relationship or resolving issues. By agreeing to these terms, the Customer acknowledges and accepts the non-disparagement obligations.

‍10. General.

• 10.1. Authority. Each Party represents and warrants to the other that: (a) it possesses full power and authority to enter into and perform under this Agreement, with all necessary actions to authorize such execution and performance duly taken; and (b) its obligations under this Agreement will not conflict with any laws, regulations, or other agreements to which it is a party or by which it is bound.
• 10.2. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, USA, without regard to its conflict of laws principles. Any legal actions, claims, or disputes arising under or in connection with this Agreement shall be brought exclusively in the federal or state courts located in San Francisco County, California, USA. The Customer irrevocably consents to the jurisdiction of these courts.
• 10.3. Assignment. The Customer may not assign or transfer this Agreement, or any of its rights or obligations herein, without the prior written consent of Notewand. Notewand may assign or transfer this Agreement in the event of a merger, consolidation, reorganization, or sale of substantially all of its assets. Any attempt to assign or transfer in violation of this clause will be void. This Agreement will benefit and bind the successors and permitted assigns of the Parties.
• 10.4. Modifications. This Agreement may be modified or updated by Notewand at its discretion at any time without prior notice, with such changes becoming effective upon posting or communication to the Customer. However, any modifications to the terms of an SOW must be agreed upon in writing by both Parties.
• 10.5. Entire Agreement. This Agreement embodies the entire understanding between the Parties regarding its subject matter, superseding all prior agreements, whether oral or written. No amendment or modification of this Agreement shall be valid unless in writing and signed by both Parties.
• 10.6. Nonwaiver. The failure of either Party to enforce any rights granted hereunder or to take action against the other Party in the event of any breach hereunder shall not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
• 10.7. Force Majeure. Neither Party will be liable for any failure or delay in performance under this Agreement due to circumstances beyond their reasonable control, including natural disasters, acts of government, or strikes, provided that the affected Party promptly notifies the other of the Force Majeure Event.
• 10.8. Relationship of the Parties. This Agreement does not create any partnership, employment relationship, or agency between the Parties. Neither Party is prohibited from entering into similar agreements with other parties.
• 10.9. Severability. If any provision of this Agreement is found invalid or unenforceable by a court, the remaining provisions will remain in full force and effect, and the invalid or unenforceable provision will be modified to the minimum extent necessary to make it valid and enforceable.
• 10.10. Notices. Notices under this Agreement should be sent via email to the addresses specified below each Party's signature, deemed delivered within 24 hours of email transmission.
• 10.11. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.
• 10.12. Use of Headings. Headings are for reference purposes only and shall not affect the interpretation of this Agreement.

EXHIBIT A

‍Business Associate Agreement

Definitions: Capitalized terms used herein shall have their meanings defined in the Terms and Conditions or in 45 CFR Parts 160, 162, and 164.

• 1.1. “Business Associate” refers to the definition under the Privacy and Security Rules, specifically at 45 CFR §160.103.
• 1.2. “Covered Entity” is defined as per the Privacy and Security Rules, notably in 45 CFR §160.103.
• 1.3. “HIPAA” denotes the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191.
• 1.4. “Privacy Rule” refers to the Standards for Privacy of Individually Identifiable Health Information found in 45 CFR Parts 160 and 164.
• 1.5. “Protected Health Information” or “PHI” includes any information, in any form or medium, that is related to health care and can identify an individual, as defined under HIPAA and its regulations in 45 CFR Parts 160, 162, and 164, particularly at §164.501.
• 1.6. “Security Rule” refers to the Security Standards in 45 CFR Parts 160, 162, and 164.

Business Associate Obligations. The Business Associate is authorized to access, use, and disclose PHI for the purposes stated herein, subject to the limitations in this Agreement:

• 2.1. Permitted Uses and Disclosures include providing digital data services to health care entities, ensuring that any access to PHI complies with similar terms as set forth in this Agreement.
• 2.1.1. The Business Associate offers medical transcription and scribing services, utilizing a proprietary system, ensuring all access to PHI is audited and secured.
• 2.1.1.3. PHI is encrypted on Amazon Web Services servers.
• 2.1.1.4. Audio recordings of PHI are deleted upon the Covered Entity's request.
• 2.1.1.5. PHI documents are retained until the termination of this Agreement, after which they are destroyed as per Section 6.
• 2.3 Specific Use and Disclosure Provisions include using PHI for management, legal responsibilities, and reporting violations as permitted by law.
• 2.3.4. De-Identification of PHI is allowed following 45 CFR §164.514(b), with such de-identified information no longer considered PHI under HIPAA.
• 2.4. Nondisclosure. PHI use or disclosure is limited to purposes allowed by this Agreement or required by law.
• 2.5. Safeguards. Appropriate safeguards are maintained to protect PHI, with a comprehensive privacy and security program in place.
• 2.6. Reporting; Mitigation. Any unauthorized use or disclosure of PHI is reported to the Covered Entity, with efforts made to mitigate any harm.
• 2.7. Business Associate ensures any subcontractors or agents accessing PHI comply with the same restrictions and conditions applicable to the Business Associate.
• 2.8. Availability of PHI. Business Associate provides access to PHI as required by the Covered Entity for compliance with HIPAA.

Covered Entity Obligations include ensuring confidentiality and security of PHI before it is received by the Business Associate and notifying the Business Associate of any privacy practice changes or restrictions on PHI use. Term & Termination outlines the agreement's duration, termination conditions, and procedures for PHI return or destruction upon termination. Limitation of Liability. Business Associate’s liability is limited to fees paid by the Covered Entity within the twelve months preceding the event causing liability. Compliance Amendments. The agreement may be amended to comply with evolving state and federal laws on data security and privacy. No Third-Party Beneficiaries. This Agreement benefits only the Covered Entity and the Business Associate, with no third-party beneficiaries. Interpretation. This Agreement is to be interpreted in compliance with HIPAA and applicable laws, with any ambiguities resolved in favor of compliance. Regulatory Reference. References to HIPAA regulations mean the current or amended sections for which compliance is required.